Terms & Conditions

Definitions

In this Agreement the following terms shall have the following meanings:

Agreement – these terms and conditions and any Order Form or other attachment hereto;

Authorised Representative – the person notified in writing as such by either party;

Change Request – a request for a change to the Goods and/or Services made by either the Customer or EAST BLOCK GROUP;

Charges – any fee payable by Customer to East Block Group including without limitation those fees set out in any associated Order Form;

Customer – the party named as such in any associated Order Form;

East Block Group – East Block Group Limited (trading as East Block Group) of The Colchester Centre, Hawkins Road, Colchester, Essex, CO2 8JX

Location – any Customer premises at which Goods are installed or Services are performed;

Order Form – a document named as such and attached to these terms; and

Services – any services requested by Customer to be supplied by East Block Group including without limitation the services detailed in an attached Order Form.

1 Agreement

1.1 East Block Group shall supply to the Customer the Goods and/or Services subject to the terms and conditions of this Agreement.

1.2 In the event of any ambiguity or conflict between provisions comprised in these terms and conditions, and the provisions comprised in any Order Form or attachment, the provisions comprised in these terms and conditions shall prevail.

2 Orders

2.1 All orders placed by the Customer are subject to written acceptance by East Block Group.

2.2 If either party identifies a requirement for a change to its order in respect of Goods and/or Services, it shall send a Change Request to the other party detailing the change requirements. If sent by East Block Group, the Change Request shall state the effect such a change shall have on the Order Form and Charges. If sent by Customer, the receipt of the Change Request by East Block Group will constitute a request to East Block Group to state in writing the effect such a change shall have on the Order Form and Charges. East Block Group shall use reasonable endeavors to supply such information within 21 working days from receipt of the Change Request.

2.3 Where the implementation of a Change Request necessitates an increase to the Charges, the basis for calculating the additional cost for the change shall be East Block Group’s prevailing rates which are available upon written request to East Block Group. The parties will then decide whether or not to implement the change. If the change is implemented, the amended order form and charges shall be deemed the Order Form and Charges for the purpose of this Agreement. If the change is not implemented, the Order Form and Charges shall remain in force unamended.

3 Charges

3.1 In consideration of East Block Group supplying the Goods and Services the Customer shall pay to East Block Group the Charges.

3.2 All Charges are expressed exclusive of all taxes, including without limitation value added tax, which shall be invoiced to and paid by the Customer at the applicable rate.

3.3 EAST BLOCK GROUP reserves the right upon 5 days’ written notice to the Customer at any time before Delivery to vary the Charges to reflect any increase in the cost of Goods and Services to EAST BLOCK GROUP.

4 Payment

4.1 EAST BLOCK GROUP shall invoice the Customer for the Charges due at any time after the Completion Date.

4.2 The Customer shall pay all invoices no later than 7 days after the date of the invoice or as stated on the individual invoice.

4.3 All payments hereunder shall be made in pound sterling.

4.4 Without prejudice to any other right or remedy, East Block Group may charge interest on any Charges due from the Customer to East Block Group under this Agreement which are not paid by the due date, at a rate of 4% above the base rate of HSBC Bank Plc. accruing daily from the due date for payment until payment in full has been made.

4.5 Any Charges which are periodic in nature are subject to annual review upon not less than 7 days’ prior written notice from EAST BLOCK GROUP.

5 Limitation of Liability

5.1 East Block Group shall in no event be liable to the Customer for any of the following however and whenever arising: any indirect, consequential, special, or punitive loss, damage, costs and expenses; loss of profit; loss of business; loss of reputation; depletion of goodwill; or loss of damage to or corruption of data.

5.2 Each party agrees that the limitations of liability contained in this Agreement have been discussed, negotiated, and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.

5.3 East Block Group does NOT exclude or limit liability to the Customer for fraudulent misrepresentation.

5.4 East Block Group does NOT exclude the Customer’s statutory rights.

6 Force Majeure

6.1 East Block Group will be under no liability to the Customer for damage, delay or any other matters of that nature whatsoever arising from any event or action outside of its reasonable control, including, without limitation, war, rebellion, civil disturbance, strikes, lock outs and industrial disputes, fire, explosion, earthquake, Acts of God, flood, drought or bad weather or other act or order by any Government department, Council, or other constituted body (‘‘Force Majeure’’) provided always that East Block Group will use its reasonable endeavors (but without an obligation to incur cost) to minimise the period of disruption caused by Force Majeure.

7 Termination

7.1 Either party may terminate an Agreement by giving 90 days written notice where:

7.1.1 The other party commits any breach of this Agreement and fails to remedy such breach within 30 days.

7.1.2 The other party becomes bankrupt or compounds or makes any arrangement with or for the benefits of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution will be threatened or levied upon any

property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to the Agreement; or

7.1.3 Force Majeure continues for 3 months.

8 Customer’s Obligations

8.1 The Customer hereby undertakes that it shall:

8.1.1 Make available to East Block Group free of charge such facilities, information and office services as are necessary to enable East Block Group to carry out its obligations under this Agreement;

8.1.2 Ensure that its employees and other independent contractors co-operate reasonably with East Block Group in the exercise of its obligation under this Agreement;

8.1.3 Promptly furnish East Block Group with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement;

8.1.4 Follow all East Block Group advice confirmed in writing relating to the storage, installation and use of the Goods and Services.

8.1.5 Supply and install at their expense a suitable Mains point for access and use by East Block Group which complies with the current Institute of Electrical Engineers Rules & Regulations. If the Customer requests East Block Group to provide this service an additional charge may be made. East Block Group will only use suitably qualified electricians when carrying out this work; and

8.1.6 Maintain appropriate insurance cover against “all risks” at the Location.

8.2 Without prejudice to the generality of clause 6 East Block Group shall not be liable to the Customer for any failure by the Customer to discharge its obligations as set out in this Clause 10.

9 Data Protection

9.1 By completing this Agreement and submitting personal information (“Information”) to EAST BLOCK GROUP, the Customer consents to its Information being processed by East Block Group as follows:

9.1.1 East Block Group will use Information to supply goods and services requested by the Customer and to supply marketing, administration and related services including such transfer of Information to employees, agents and third parties as required for these purposes.

9.1.2 EAST BLOCK GROUP may maintain a database or similar record of Information for marketing purposes and to enable East Block Group to send the Customer relevant information from time to time. East Block Group may transfer its business assets (which include Information) on re-organisation, sale, or merger of the whole and any part of its business.

9.1.3 East Block Group reserves the right to transfer such Information as required to obtain legal advice, comply with legal requirements, enforce, or apply this Agreement and other agreements between the parties or protect the rights, property or safety of East Block Group, its clients, customers and others.

9.2 If East Block Group intends to transfer Information other than as set out above, the Customer will receive notice and be given the opportunity to decline the transfer.

10 Third Party Rights

10.1 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Agreement.

11 General

11.1 This Agreement represents the whole agreement between the parties in respect of the matters referred to above and shall override any other prior verbal or written understandings except in the case of fraud.

11.2 No amendment to this Agreement shall be binding unless made in writing and signed by an Authorised Representative of both parties.

11.3 The Customer shall not assign, charge or otherwise transfer to a third party any of its rights or obligations hereunder, or hold any such rights or obligations on trust for any other person, without the prior written consent of EAST BLOCK GROUP

11.4 No waiver of any breach of the other party’s obligations hereunder shall represent a waiver of the waiving party’s rights hereunder or of any subsequent breach.

11.5 The parties respectively shall and shall procure that any other necessary party shall execute and do all such documents, acts and things as may reasonably be required on or subsequent to completion of this Agreement for securing each of the obligations of the parties under this Agreement.

11.6 Any notice to effect suspension or termination of the whole or any part of this Agreement:

(i) shall be made in writing and either delivered personally or sent by first class recorded delivery to the party to whom the notice is addressed at its address as set out in this Agreement or such other address as any party may specify by notice in writing to the other;

(ii) in the absence of evidence of earlier receipt, notice shall be deemed to have been duly given:

(a) If delivered personally, when left at the address referred to in 13.6 (i);

(b) If sent by first class recorded delivery, at the time recorded by the delivery agent.

11.7 For the avoidance of doubt electronic mail shall be deemed to be “writing” for the purpose of this Agreement but this shall not prejudice the express requirements for Delivery of notices under clause 13.6.

11.8 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

11.9 This Agreement shall be binding on and shall continue for the benefit of the permitted successors and permitted assigns (as the case may be) of each of the parties hereto.

11.10 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding any expiry or earlier termination.

12 Applicable Law

12.1 This Agreement, and all non-contractual matters arising in connection with it, shall be governed by and construed in accordance with English law and each party to this Agreement submits to the non-exclusive jurisdiction of the English courts.

12.2 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.